UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 0-12104
IMMUNOMEDICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 61-1009366
(State of Incorporation) (I.R.S. Employer Identification No.)
300 AMERICAN ROAD, MORRIS PLAINS, NEW JERSEY 07950
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 605-8200
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of September 23, 1996, 34,880,365 shares of the registrant's common
stock were outstanding, and the aggregate market value of common stock held by
non-affiliates of the registrant, computed by reference to the last reported
sale price for the registrant's common stock on the Nasdaq National Market at
that date was $185,906,081.
Documents Incorporated by Reference: PORTIONS OF THE REGISTRANT'S DEFINITIVE
PROXY STATEMENT TO BE MAILED TO STOCKHOLDERS IN CONNECTION WITH THE ANNUAL
MEETING OF STOCKHOLDERS OF THE REGISTRANT TO BE HELD ON NOVEMBER 6, 1996 (THE
"1996 DEFINITIVE PROXY STATEMENT"), WHICH WILL BE FILED WITH THE COMMISSION NOT
LATER THAN 120 DAYS AFTER THE END OF THE FISCAL YEAR TO WHICH THIS REPORT
RELATES, ARE INCORPORATED BY REFERENCE IN PART III HEREOF.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1. Financial Statements:
Balance Sheets - June 30, 1996 and 1995
Statements of Operations for the years ended June 30, 1996, 1995 and 1994
Statements of Stockholders' Equity for the years ended June 30, 1996, 1995, and 1994
Statements of Cash Flows for the years ended June 30, 1996, 1995, and 1994
Notes to Financial Statements
Report of Independent Auditors - KPMG Peat Marwick LLP
2. Financial Statements Schedules:
All schedules have been omitted because of the absence of conditions under
which they would be required or because the required information is
included in the financial statements or the notes thereto.
3. Articles of incorporation and by-laws
3.1(a) Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware on July 6, 1982 [e]
3.1(b) Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on April 4, 1983 [e]
3.1(c) Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on December 14, 1984 [e]
3.1(d) Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on March 19, 1986 [e]
3.1(e) Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 17, 1986 [e]
3.1(f) Certificate of Amendment of the Certificate of Incorporation of
the Company as filed with the Secretary of State of the State of
Delaware on November 21, 1990 [f]
3.1(g) Certificate of Designation of Rights and Preferences, as filed
with the Secretary of State of the State of Delaware on March 1,
1991 [g]
3.1(h) Certificate of Amendment of the Certificate of Incorporation of
the Company, as filed with the Secretary of State of the State of
Delaware on December 7, 1992 [k]
3.1(i) Certificate of Designation of Rights and Preferences of the
Company's Series B Convertible Preferred Stock filed with the
Secretary of State of the State of Delaware on December 21, 1994
[m]
3.1(j) Certificate of Designation of Rights and Preferences of the
Company's Series C Convertible Preferred Stock, as filed with the
Secretary of State of the State of Delaware on September 25, 1995
[q]
3.1(k) Certificate of Designation of Rights and Preferences of the
Company's Series D Convertible Preferred Stock, as filed with the
Secretary of State of the State of Delaware on June 26, 1996 [s]
3.2 Amended and Restated By-Laws of the Company [k]
4. Instruments defining the rights of security holders, including indentures
4.1 Specimen Certificate for Common Stock [e]
10. Material contracts
10.1(a) 1983 Stock Option Plan, as amended [h]
10.1(b) Form of Stock Option Agreement [e]
10.2 Exclusive License Agreement with David M. Goldenberg, dated as of
July 14, 1982 [a]
10.3 Agreement among The University of Medicine and Dentistry of New
Jersey, the Center of Molecular Medicine and Immunology, Inc. and
Immunomedics, Inc., dated September 16, 1983, including Lease
Agreement [a]
10.4 Agreement among the Company, David M. Goldenberg and the Center
for Molecular Medicine and Immunology, Inc. dated, May 1983 [a]
10.5 Memorandum of Understanding with David M. Goldenberg, dated
September 10, 1984 [b]
10.6 Immunomedics, Inc. 401(k) Retirement Plan [c]
10.7 Executive Supplemental Benefits Agreement with David M.
Goldenberg, dated as of July 18, 1986 [c]
10.8 License Agreement between Hoffmann-La Roche, Inc. and David M.
Goldenberg, dated as of April 29, 1986 [c]
10.9 License Agreement with F. James Primus dated July 7, 1983 [d]
10.10 Employment Letter with Carl Pinsky dated April 29, 1989 [e]
10.11 Amended and Restated License Agreement among the Company, CMMI
and David M. Goldenberg, dated December 11, 1990 [h]
10.12 Development and License Agreement with Adria Laboratories
Division of Erbamont Inc. (Confidential treatment has been
requested for certain portions of
the Agreement) [h]
10.13 Lease Agreement with Baker Properties Limited partnership, dated
January 16, 1992 [i]
10.14 Amendment to Lease between the University of Medicine and
Dentistry of New Jersey and Immunomedics, Inc., dated August 13,
1992 [j]
10.15 Immunomedics, Inc. 1992 Stock Option Plan [k]
10.16 Amended and Restated Employment Agreement, dated November 1,
1993, between the Company and Dr. David M. Goldenberg [l]
10.17 Convertible Stock Purchase Agreement, dated as of January 6,
1995, between the purchasers named therein [n]
10.18 License Agreement, dated as of March 10, 1995, between the
Registrant and Mallinckrodt Medical, B.V. (Confidential treatment
has been requested for certain portions of the Agreement) [o]
10.19 Amendment, dated March 11, 1995, to the Amended and Restated
License Agreement among the Company, CMMI, and David M.
Goldenberg, dated December 11, 1990 [p]
10.20 Convertible Stock Purchase Agreement, dated as of September 29,
1995, between the Registrant and the purchasers named therein [q]
10.21 Distribution and Marketing Agreement, dated as of April 4, 1996,
between the Registrant and Mallinckrodt Medical, Inc
(Confidential treatment has been requested for certain portions
of the Agreement) [r]
10.22 Manufacturing Agreement, dated June 14, 1996, between the Company
and Pharmacia & Upjohn Oncology Division (Confidential treatment
has been requested for certain portions of the Agreement)
10.23 Convertible Stock Purchase Agreement, dated as of June 27, 1996,
between the Registrant and the purchasers named therein [s]
11. Statement re computation of per share earnings - Not required since such
computation can be clearly determined from the material contained in this
Annual Report on Form 10-K.
12. Statements re computation of ratios - Not applicable.
21. Subsidiaries of the registrant - Immunomedics, B.V.
23. Consent of Experts and Counsel
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP [s]
27. Financial Data Schedule [s]
[a] Incorporated by reference from the Exhibits to Registrant's
Registration Statement on Form S-1 effective October 6, 1983 (Commission File
No. 2-84940).
[b] Incorporated by reference from the Exhibits to Registrant's Annual
Report on Form 10-K for the year ended June 30, 1985.
[c] Incorporated by reference from the Exhibits to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1986.
[d] Incorporated by reference from the Exhibits to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1988.
[e] Incorporated by reference from the Exhibits to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1990.
[f] Incorporated by reference from the Exhibits to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1990.
[g] Incorporated by reference from the Exhibits to Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1991.
[h] Incorporated by reference from the Exhibits to the Registrant's
Registration Statement on Form S-2 effective July 24, 1991 (Commission File No.
33-41053).
[i] Incorporated by reference from the Exhibits to the Registrant's
Registration Statement on Form S-2 effective January 30, 1992 (Commission File
No. 33-44750).
[j] Incorporated by reference from the Exhibits to Registrant's Annual
Report on Form 10-K for the fiscal year ended June 30, 1992.
[k] Incorporated by reference from the Exhibits to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1993.
[l] Incorporated by reference from the Exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1993.
[m] Incorporated by reference from the Exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1994.
[n] Incorporated by reference from the Exhibits to Amendment No. 1 to
the Registrant's Quarterly Report on Form 10-Q/A for the fiscal quarter ended
December 31, 1994.
[o] Incorporated by reference from the Exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995.
[p] Incorporated by reference from the Exhibits to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995.
[q] Incorporated by reference from the Exhibits to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995.
[r] Incorporated by reference from the Exhibits to Amendment No. 1 to
the Registrant's Quarterly Report on Form 10-Q/A for the fiscal quarter ended
March 31, 1996.
[s] Incorporated by reference from the Exhibits to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996.
(b) REPORTS ON FORM 8-K:
The Company filed a Current Report on Form 8-K dated June 28, 1996, with
respect to Item 5 - Other Events.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IMMUNOMEDICS, INC.
Date: February 5, 1997 By:/s/ David M. Goldenberg
------------------------
David M. Goldenberg,
Chairman, Chief Executive Officer
and Treasurer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: February 5, 1997 By: /s/ David M. Goldenberg
------------------------
David M. Goldenberg, Chairman
Chief Executive Officer, and
Treasurer (Principal Executive
Officer and Principal Accounting
Officer)
Date: February 5, 1997 By: /s/ Albert D. Angel
--------------------
Albert D. Angel, Director
Date: February 5, 1997 By: /s/ A.E. Cohen
---------------
A.E. Cohen, Director
Date: February 5, 1997 By: /s/ Rolf H. Henel
------------------
Rolf H. Henel, Director
Date: February 5, 1997 By:/s/ Marvin E. Jaffe
-------------------
Marvin E. Jaffe, Director
Date: February 5, 1997 By:/s/ Richard R. Pivirotto
------------------------
Richard R. Pivirotto, Director
Date: February 5, 1997 By: /s/ Warren W. Rosenthal
------------------------
Warren W. Rosenthal, Director
Date: February 5, 1997 By: /s/ Richard C. Williams
------------------------
Richard C. Williams, Director
STATEMENT OF DIFFERENCES
------------------------
The section symbol shall be expressed as.......................'SS'
The registered trademark symbol shall be expressed as..........'r'
The trademark symbol shall be expressed as.....................'tm'
The less than or equal to symbol shall be expressed as.........'<='
The greater than or equal to symbol shall be expressed as.....'>='
The mu symbol shall be expressed as............................'u'
The plus/equal symbol shall be expressed as....................'+='
The degree symbol shall be expressed as........................'[d]'
The double dagger symbol shall be expressed as.................'DD'
The dagger symbol shall be expressed as........................'D'